Article

PATVIRTINTA

LITHUANIAN REAL ESTATE DEVELOPMENT ASSOCIATION

1. GENERAL PROVISIONS

1.1. The Lithuanian Real Estate Development Association (hereinafter referred to as the “Association”) shall be a legal entity of limited civil liability, the objective whereof is to coordinate activities of Members of the Association, represent and defend interests of Members of the Association, and satisfy economic, business and organizational needs of Members of the Association.
1.2. The Association shall act under the Constitution of the Republic of Lithuania, the Civil Code of the Republic of Lithuania, the Law on Associations of the Republic of Lithuania and other laws and legal acts of the Republic of Lithuania, and the present Articles of Association.
1.3. The name of the Association shall be the Lithuanian Real Estate Development Association.
1.4. The term of activities of the Association shall be unlimited.
1.5. The headquarters of the Association shall be A. Goštauto Street 40A, Vilnius, Republic of Lithuania.
1.6. The financial year of the Association shall be the calendar year.

2. THE OBJECTIVES OF ACTIVITIES OF THE ASOOCIATION

2.1. The objectives of activities of the Association shall be:
2.1.1. by means allowed by laws to seek prevalence of as favorable conditions as possible for real estate development activities in the whole of Lithuania;
2.1.2. to explore, analyze and solve issues of relevance of real estate development activities;
2.1.3. to represent interests of Members of the Association in institutions of Lithuania, foreign states and municipalities, international, non-governmental and other organizations;
2.1.4. to defend rights, liberties and lawful interests of Members of the Association;
2.1.5. to encourage cooperation among Members of the Association;
2.1.6. to concentrate efforts of Members of the Association seeking to establish as favorable conditions as possible for real estate development activities;
2.1.7. to provide Members of the Association consultations and methodical assistance.
2.1.8. to pursue other objectives consistent with demands of Members of the Association and compliant with legal acts.
2.2. Fulfilling the objectives, the Association shall perform the following activities:
– rent of real estate subject to right of ownership or other rights (70.20);
– consultations on the use of technical equipment (72.10);
– data processing (72.30);
– activities related to data bases (72.40);
– scientific research in natural sciences and engineering, and application (73.10);
– market research and public opinion polls (74.13);
– business and management consultations (74.14);
– architectural and engineering activities and technical consultation related therewith (74.20);
– technical inspection and analysis (74.30);
– other business activities not attributed elsewhere (74.87);
– adult education and education not attributed elsewhere (80.42);
– activities of organizations of businesspeople and employers (91.11);
2.3. The Association shall perform other economic and commercial activities allowed by laws, which are in line with the present Articles of Association and objectives of activities and are requisite for accomplishment of objectives of activities of the Association.

3. RIGHTS AND OBLIGATIONS OF THE ASSOCIATION

3.1. The Association shall possess the rights and obligations set out by legal acts of the Republic of Lithuania.
3.2. The Association shall possess and acquire merely the civil rights and obligations, which are in line with its’ objectives of activities, set out by the Civil Code of the Republic of Lithuania, the Law on Associations of the Republic of Lithuania, other legal acts and the present Articles of Association.

4. MEMBERS OF THE ASSOCIATION, THEIR RIGHTS AND OBLIGATIONS

4.1. Members of the Association shall be legal entities, engaged in or planning to engage in activities of real estate development.
4.2. A Member of the Association shall possess the right to:
4.2.1. take part and vote in General Assembly of Members of the Association;
4.2.2. to use services provided by the Association (for payment set by the Association, if payment for certain services is due);
4.2.3. to familiarize with documents of the Association and to receive all information available to the Association concerning its’ activities;
4.2.4. to withdraw from the Association any time. Such being the case, entrance contributions and Membership fees or other funds an/or assets conveyed to the ownership of the Association shall not be liable to reclaim;
4.2.5. to submit proposals concerning activities of the Association, to receive and disseminate information about the Association;
4.2.6. other rights established by legal acts and the present Articles of Association.
4.3. Members of the Association shall be obliged to conform to the present Articles of Association and to pay membership fee under established procedures.
4.4. Amount of entrance contributions and membership fees and payment procedures shall be set by the General Assembly of Members.
4.5. New Members of the Association shall be accepted under the decision of the Board. A legal entity, willing to become a Member of the Association, shall submit an application requesting to become a Member of the Association to the Board, which shall include inter alia its’ identification data and evidence about involvement in real estate development activities or plans to engage in such activities. The Board shall retain the right to deny a submitted application requesting to become a Member of the Association. In such case membership of that legal entity in the Association can be deliberated in the nearest General Assembly of Members.
4.6. A Member of the Association, willing to withdraw from the Association, shall submit a request to the Board, which shall adopt the decision, concerning the withdrawal of that Member of the Association from the Association.
4.7. Members of the Association, who violate the present Articles of the Association, fail to pay membership fees or do not meet criteria established for Members of the Association, may be excluded from the Association under the decision of the Board.

5. MANAGEMENT

5.1. The Bodies of the Association shall include the General Assembly of Members, the Board and the Director.
5.2. The General Assembly of Members shall be the highest authority of the Association, which shall:
5.2.1. amend the Articles of Association of the Association;
5.2.2. appoint (elect) and recall Members of the Board and appoint (elect) and recall the Chairman of the Board, i.e. the President;
5.2.3. determine the amount of entrance contributions of Members of the Association and the amount of membership fees, and the procedures of payment;
5.2.4. approve the budget of the Association and programmes of intended activities;
5.2.5. approve annual financial accountability of the Association;
5.2.6. adopt decisions concerning reformation and termination of the Association (reorganization or liquidation);
5.2.7. hear and assess reports of the Board;
5.2.8. solve other issues of the Association, unless according to the Law on Associations of the Republic of Lithuania and the present Articles of Association they fall within competences of other bodies of the Association and in essence are excluded from functions of governing bodies.
5.3. The Assembly shall be called by the Board once a year not later than within 4 (four) months since the end of financial year of the Association. Under the decision of the Board or upon a written request of not less than 1/5 of Members of the Association, an emergency General Assembly of Members shall be called.
5.4. The date of the General Assembly of Members shall be published in the press or each Member of the Association shall be informed in writing not later than 30 (thirty) calendar days before the Assembly. The notification about the arranged General Assembly of Members shall include preliminary agenda of the Assembly.
5.5. The Assembly shall adopt decisions only in case more than 1/2 of Members of the Association are present. Decision (resolution) of the General Assembly of Members shall be considered to be adopted if it receives more votes “for” than “against” of Members taking part in voting (persons, who abstain from voting shall not be counted, i.e. such persons shall be considered persons not attendant during time of voting), unless the following being a case:
– resolutions, indicated in Articles 5.2.1 and 5.2.6 shall be adopted, if not less than 2/3 of Members of the Association attending the Assembly vote for;
– if Members of the Board are being elected, each Member attending the Assembly shall possess a number votes equal to a number of Members of the Board elected. These votes shall be distributed by an attendant at his/her discretion, i.e. for one or several candidates. The candidates having received the most votes shall be considered to be elected. If there are more candidates, who have received the same number of votes than vacancies in the Board, a secondary voting shall be arranged, during which each Member attending the Assembly shall be able to vote only for one of the candidates, having received the same number of votes.
5.6. If the General Assembly of Members fails to form a quorum, not later than after one month a secondary Assembly shall be called, which shall possess the right to adopt resolutions on issues of the agenda of the failed Assembly, irrespective of a number of Members of the Association attending a secondary Assembly.
5.7. In between the General Assemblies of Members the authority of the Association shall be taken by the Board, which consists of 10 (ten) Members. The head of the Board shall be the Chairman of the Board, i.e. the President (hereinafter also referred to as the “President”).
5.8. The Board shall:
5.8.1. plan, deliberate and approve guidelines of activities of the Association;
5.8.2. approve estimate of revenues and expenditures of the Association;
5.8.3. shall elect the Deputy Head of the Board out of its’ Members and Members responsible for different activity areas of the Association;
5.8.4. approve the Inspector (auditor) and set procedure of remuneration;
5.8.5. appoint and discharge the Director of the Association and set his/her pay;
5.8.6. adopt decisions concerning establishment of branches and agency offices and termination of their activities and approve their regulations, appoint heads of branches and agency offices;
5.8.7. prepare and present to the General Assembly of Members the Report on Activities of the Association;
5.8.8. approve procedures of submission of documents and other information about the activities of the Association to Members of the Association;
5.8.9. solve other issues of activities of the Association, unless it contradicts the Law on Associations of the Republic of Lithuania, other legal acts of the Republic of Lithuania and the present Articles of Association.

5.9. Members of the Board and the President shall be appointed for 2 (two) year period by the General Assembly of Members.
5.10. The Board shall gather not less than once within three months. Under the request of the Director, the President or not less than 1/5 of Members of the Board, an emergency Meeting of the Board shall be called.
5.11. The Board may adopt decision, unless less than half of Members of the Board are present in the Meeting. Decision of the Board shall be adopted by simple majority. In case of equal distribution of votes in voting, the decision shall be determined by the President.
5.12. Members of the Board and the President shall perform their duties without remuneration. The Board shall be answerable for its work to the General Assembly of Members.
5.13. The President shall:
5.13.1. call and preside Meetings of the Board;
5.13.2. sign work agreement with the Director and approve his/her official regulations.
5.14. The President may delegate the Deputy Head of the Board or other Members of the Board to preside the Meeting of the Board. The President, the Deputy Head of the Board and other Members of the Board shall not preside the meeting of the Board if issues directly related to him/her are solved and shall not be allowed to vote on such issues.
5.15. Everyday activities of the Association shall be organised and executed by the Director, who is elected for 2 (two) year period by the Board.
5.16. The Director shall:
5.16.1. govern the administration of the Association;
5.16.2. contract agreements on behalf of the Association and represent the Association in other institutions;
5.16.3. employ and dismiss administration staff, set their official regulations and salaries;
5.16.4. contract agreements on behalf of the Association with third persons;
5.16.5. execute resolutions of the Board and the General Assembly of Members;
5.16.6. be responsible for management of funds and revenues of the Association;
5.16.7. give accounts to the Board.
5.16.8. solve other current issues of activities of the Association, unless they fall under the competences of other bodies.

6. BRANCHES AND AGENCY OFFICES OF THE ASSOCIATION

6.1. The Association shall establish branches and agency offices according to the procedure set by laws of the Republic of Lithuania. A Number of branches and agency offices are unlimited.
6.2. Decisions concerning establishment of branches and agency offices of the Association and termination of their activities shall be taken by the Board.
6.3. A branch or an agency office shall operate under regulations of branch or agency office approved by the Board.
6.4. Heads of branches and agency offices shall be appointed and recalled by the Board.

7. PUBLICATION PROCEDURE OF NOTIFICATIONS AND ANNOUNCEMENTS, ACCORDING TO WHICH PUBLIC INFORMATION ANNOUNCED

7.1. Resolutions of the General Assembly of Members and other resolutions, decisions or notifications, Members of the Association or other persons have to be familiarized therewith, shall be sent to them not later than within 15 (fifteen) days after the date of adoption of respective resolution or decision. The Director shall be responsible for timely submission of resolutions, decisions or notifications.
7.2. All notifications and announcements of the Association, which have to be publicized and other information, which has to publicized, shall be published in the daily newspaper Lietuvos rytas.

8. THE PROCEDURE OF CONTROL OF USE OF FUNDS AND REVENUES AND ACTIVITIES OF THE ASSOCIATION

8.1. Control of activities of the Association shall be carried out by the General Assembly of Members, which approves the Report on Activities of the Association. In between the General Assemblies of Members control of activities of the Association shall be carried out by the Board.
8.2. In the Association control of use of funds and revenues shall be carried out by Inspector (Auditor), who shall:
8.2.1. inspect financial activities, documentation of the Association and submit conclusions – report to the General Assembly of Members;
8.2.2. under instructions of the General Assembly of Members or the Board execute financial accountancy inspections in the Association.
8.3. The Director shall present to the Inspector (auditor) financial accountancy documents requested by the latter.
8.4. The Inspector (auditor) shall not be a Member of the Board or the Director or anyone from administration staff.

9. REORGANIZATION AND LIQUIDATION OF THE ASSOCIATION

9.1. The Association shall be reorganized and liquidated according to the procedures established by the Law on Associations of the Republic of Lithuania.

10. AMMENDMENT PROCEDURE OF ARTICLES OF ASSOCIATION

10.1. The present Articles of Association of the Association shall be amended under the decision of the General Assembly of Members.

The present Articles of Association signed on 15th of April 2004

ON BEHALF OF FOUNDERS:
Robertas Dargis,
A Delegated Person of Constitutive Assembly